Company address and registered office

Business address and registered office of a company: What are the differences?

We explain these terms and their relevance

If a corporation is founded in Germany, you must state the domestic address of the company. This must be a deliverable address in Germany and must not be a PO box. The legislator wants to ensure that the company can also be contacted by post.

On the other hand, you must state the company’s registered office. This simply has to be a place in Germany and can be the place where the company has its domestic business address. This is typically the case, but it does not have to be.

A company is entered in the commercial register. In Germany, the commercial register is kept at certain local courts. In Berlin, this is the Berlin Charlottenburg district court. The local court responsible for the company is the one in whose district the company’s registered office is located. This is also referred to as the registered office.

Consequence

A distinction must therefore be made between these location details. On the one hand, the domestic business address and, on the other hand, the competent local court, which is determined by the company’s registered office.

You can therefore set up a company with an address in Berlin that has chosen Munich as its registered office and is therefore entered in the commercial register at the local court in Munich. However, this does not usually make much sense.

Purchase of a shelf company

However, there is another case where this situation plays a role. This is when you buy a company (e.g. a shelf company) that was founded in one place and is now continuing to operate in another place. When you take over the company, you simply change the business address and this is entered in the previous commercial register if you do not change the registered office of the company and therefore the competent local court. So you do not have to change the local court, but you can.

Most owners find it a little strange when they have to state a “foreign” local court from a different location in the legal notice and on the letterhead. It therefore makes sense to change the registered office and thus the local court. This is basically easy to do. The company’s file is transferred from one local court to another. However, there is the small problem that this process takes several days or weeks. If you initiate this process at the same time as taking over the company, you will be blocked for an unnecessarily long time. The company must first be transferred from one district court to another and only then will the competent district court carry out the other changes, e.g. change of name or change of managing director. However, as you need a corresponding extract from the commercial register for the new managing director to be able to act externally, you are blocked from certain actions.

The better way

So how should you go about it? The better way is to first have all changes carried out at the local court that was previously responsible. You will then be able to act quickly vis-à-vis third parties, for example the bank, without having to produce any further documents. Once this has been done, initiate the change of the competent local court. If this takes a little longer, it is not a major problem and will not interfere with your business.

Summary

The business address and registered office of a company are generally independent of each other. This is only relevant in a few cases, for example when buying a company. Here it makes sense to proceed in two steps in order to retain maximum capacity to act.